Transcript
Page 1: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

ADIF Al V l id dADIF - Alta Velocidad

Fixed Income Investor PresentationGreen Bond Framework

June 2017

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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DisclaimerReceipt of this presentation implies your agreement with the restrictions outlined below.

NOTHING IN THIS PRESENTATION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THEISSUER IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED WILLNOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OFANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR,THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), EXCEPTPURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE PRESENTATION IS NOT FOR PUBLICATION, RELEASE, DISCLOSURE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, AND MAY NOTBE TAKEN OR TRANSMITTED INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, AND MAY NOT BE COPIED, FORWARDED,DISTRIBUTED OR TRANSMITTED IN WHOLE OR IN PART IN OR INTO THE UNITED STATES CANADA JAPAN OR AUSTRALIA OR ANYDISTRIBUTED OR TRANSMITTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANYOTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN AVIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

This presentation has been prepared by ADIF-Alta Velocidad (the “Issuer”) in relation to the issue of notes under a Euro Medium TermNote Programme (the “Notes”).

This presentation is being furnished to you solely for your information on a confidential basis, and it may not be reproduced, redistributedor published (whether internally or externally to your company), directly or indirectly, in whole or in part, to any other person.

This presentation includes only summary information about the Issuer, its affiliates and their activities which is current as at the date ofthis presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain allthe information which a prospective investor may require in evaluating a possible investment.the information which a prospective investor may require in evaluating a possible investment.

The market data and certain industry forecasts included in this presentation were obtained from internal surveys, estimates, reports andstudies, where appropriate, as well as external market research, publicly available information and industry publications. The Issuer, itsaffiliates, directors, officers, advisors and employees have not independently verified the accuracy of any such market data and industryforecasts and make no representations or warranties in relation thereto. Such data and forecasts are included herein for informationpurposes only.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.2

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DisclaimerEach recipient of this presentation should make its own enquiries and investigations regarding all information in this presentation. Beforemaking an investment decision, prospective investors should consider the appropriateness of the information having regard to their owninvestment objectives, financial situation and needs and seek legal, accounting and taxation advice.

No reliance should be placed on the accuracy, completeness or correctness of the information or opinions contained in these presentationmaterials. None of the Issuer or any of its affiliates, directors, officers, advisors and employees shall bear any liability (in negligence ory p y y y ( g gotherwise) for any loss arising from any use of these presentation materials or their contents or otherwise arising in connection with thesematerials.

This presentation does not contain or constitute a recommendation or an offer or an invitation or solicitation of securities, including theNotes, for subscription, purchase or sale in any jurisdiction.

This presentation does not disclose all the risks and other significant issues related to an investment in securities by the Issuer nor does itThis presentation does not disclose all the risks and other significant issues related to an investment in securities by the Issuer, nor does itpropose to do so. Potential investors should ensure that they fully understand the terms of any securities and any applicable risks. Thispresentation is an advertisement not a prospectus or a base prospectus for any Notes for the purposes of EU Directive 2003/71/EC, asamended or otherwise. Any decision to purchase securities in any offering should be made solely on the basis of the information containedin the Base Prospectus dated 2 August 2016 as supplemented on June 2017 and the relevant Final Terms for the issue, and not on thebasis of the information provided herein.

hi i i i f j i d i h b d b li f i d iThis presentation contains certain forecasts, projections and estimates that are based on current beliefs, expectations and assumptions,including, without limitation, assumptions regarding present and future business strategies and the distribution environment in which theIssuer operates, but are not intended as representations of facts or guarantees of results. Such “forward-looking statements” speak onlyas of the date of this presentation and the Issuer expressly disclaims any obligation or undertaking to release any update or revisions toany forward-looking statements in this presentation to reflect any change in expectations or any change in events, conditions orcircumstances on which these forward-looking statements are based. Such forward looking statements in this presentation are forillustrative purposes only. Investors are cautioned that forward-looking information and statements are not guarantees of futureust at e pu poses o y esto s a e caut o ed t at o a d oo g o at o a d state e ts a e ot gua a tees o utu eperformances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control ofthe Issuer, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-lookinginformation and statements.

The Presentation is being communicated only to persons outside of the United States who (A) if in the European Economic Area, arepersons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC andamendments thereto including Directive 2010/73/EC to the extent implemented in the relevant member state of the European Economicamendments thereto, including Directive 2010/73/EC to the extent implemented in the relevant member state of the European EconomicArea, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented theProspectus Directive) ("Qualified Investors"); (B) if in the United Kingdom are persons (i) having professional experience in mattersrelating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) ifin any other jurisdiction outside the United States are persons to whom it may otherwise lawfully be communicated (all such personsreferred to in (A), (B) and (C) together being "Relevant Persons"). This Presentation is only directed at Relevant Persons. Other personsshould not rely or act upon these materials or any of their contents.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.3

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A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.4

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ADIF - Alta Velocidad – Overview I

ADIF-Alta Velocidad (“ADIF-AV”) is a state-owned public corporate entity with legal

lit t t d it

Before 31 Dec 2013

personality, management autonomy and its own resources, operating under the supervision of the Ministry of Public Works.

It t d ft th lit f ADIF

Since 31 Dec 2013

It was created after the split of ADIF (Administrador de InfraestructurasFerroviarias) into two separate entities on 31 December 2013. ADIF-AV to manage the high speed rail network and ADIF in charge of the

Conventional railway system

High speed rail network business

speed rail network and ADIF in charge of the conventional rail network.

ADIF-AV is responsible for the construction and management of Spain’s high speed rail network

100% State-owned 100% State-ownedmanagement of Spain’s high speed rail network in line with the political directives set by the Government, as well as management of the high-speed stations and the supply of energy

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ADIF - Alta Velocidad – Overview II

Following the different EU Directives on train transportation, in 2003 the Spanish Parliament approved Law 39/2003 of the Railway Sector opening the sector to competition in transportapproved Law 39/2003 of the Railway Sector opening the sector to competition in transport activities and enforcing the separation between operators and managers of the railway infrastructure.

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ADIF - Alta Velocidad – Overview III

ADIF-AV is the main investor in rail infrastructure in Spain

Fixed assets amount to 42,856€ (1)

Total Assets (1): 44,294 M€

High Speed Lines in operation

Line Length (km)

Madrid-Barcelona-French Border 808

Net Equity (1): 24,298 M€

Total Debt (1): 14,340 M€

High Speed Rail Network: 2 534 km

Madrid-Castilla La Mancha-C. Valenciana-Región de Murcia 605

Madrid-Sevilla 475

Madrid-Valladolid-Palencia-León 369Córdoba- Málaga 155Madrid-Toledo 21

High Speed Rail Network: 2,534 km

Railway stations: 42

Kilometres - train (millions in a ) 48 29(1) (2)

Madrid-Galicia (Medina del Campo-Zamora) 100Total 2,534

Source: ADIF-AV

year): 48.29(1) (2)

(1) Data as of 31 December 2016. (2) Kilometres-train is a ratio that is used as a market standard in the international railway sector and it means the sum of the total of theroutes made by all trains using a specific railway infrastructure.Source: ADIF-AV

7

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Relation with Spanish Government I

L l F k ADIF AV i E tid d Públi E i l ( bli t tit ) ith l l lit

The link between ADIF-AV and the Spanish Government

Legal Framework ADIF–AV is an Entidad Pública Empresarial (public corporate entity) with legal personality,management autonomy, its own resources different from that of the State GeneralAdministration, operating under the supervision of the Ministerio de Fomento (Ministry ofPublic Works).

An Entidad Pública Empresarial is a State Body, dependent on or related to the StateGeneral Administration, created to perform functions considered to be in the public interest,reserved to the State General Administration.

ADIF–AV is subject to ongoing audit by the Intervención General de la Administración delj g g yEstado (the General Public Auditor) under supervision from the Ministry of Finance andPublic Administrations.

Contracting and management is carried out according to Rail Sector Law and State ContractLaw provisionsLaw provisions.

For the performance of its activities, ADIF–AV may receive transfers from the General StateBudget, as well as from other Public Administrations.

Given its legal nature, ADIF–AV cannot become insolvent and may only be extinguished byg , y y g yway of an Act of Parliament or a Royal Decree Law approved by the Government.

ADIF–AV must operate under the principle of financial sustainability.

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Relation with Spanish Government II

Corporate The Chairman of ADIF-AV is proposed by the Ministry of Public Work and appointed by theG t

The link between ADIF-AV and the Spanish Government

Principal Sources • The largest part of ADIF-AV’s resources are:

Organization Government. The rest of the members of the Board of Directors are appointed and removed by the

Ministry of Public Works. There is no time limit for Board members.

Principal Sources of Funds Charges for the use of the rail infrastructure

State contributions European Union subsidies for the construction of the high speed rail infrastructure Debt operations (within the annual limits approved in the State General Budget)

Main creditor is EIB (69% of debt)

Control • ADIF-AV’s annual accounts are controlled by the General Public Auditor (IntervenciónGeneral de la Administración del Estado).

• ADIF-AV’s annual budget and capex plans have to be initially approved by the Ministry of• ADIF AV s annual budget and capex plans have to be initially approved by the Ministry ofPublic Works and are included in the General State Budget, approved by the SpanishParliament.

• Any new indebtedness must be contracted within the limits approved in the General StateBudget and subject to the Ministry of Finance and Public Administrations and the Ministry ofEconomy and Competitiveness’ approval.y p pp

• ADIF-AV’s activities are monitored and controlled by the Ministry of Public Works.• ADIF AV is classified as a “Non-Financial Corporate” for Eurostat purposes (operating

income over operating expenses plus net financial expense > 50%). The Ministry ofFinance and Public Administrations will check this classification quarterly.

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A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

10NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Seeking to minimize the environmental impact

ADIF-AV in its activity seeks to contribute to the constant improvement of the environment and socio-economic well-being by incorporating in its line of action values consistent with these objectives thatguide its strategic decisions and incorporating them into its management model

ADIF-AV has a concrete sustainability goal, contained in their Master Plan for Energy Savings andEffi i 2014 2020 f d i th i ti b 106 81 GWh i b 2020Efficiency 2014-2020, of reducing their energy consumption by 106.81 GWh equiv per year by 2020,relative to energy use in 2008. The environment is one of its fundamental commitments and values

ADIF-AV develops its activity of design construction and maintenance of the rail system seeking to ADIF-AV develops its activity of design, construction and maintenance of the rail system seeking tominimize the environmental impact derived from these activities. Our objective is to achieve themaximum degree of environmental integration of the new rail lines

ADIF-AV has an Environmental Management System certified by ISO 14001

11NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Rationale to issue a Green Bond

Provide market participants (investors, relationship banks, stakeholders) with further clarity, transparency and certainty of the investments that ADIF-AV is undertaking and

how the investments are aligned with sustainability

Promote a new fixed income market with a great impact in the achievement of the SDGs

Di if d i i t b ith f SRI i tDiversify and increase investor base with focus on SRI investors

i i i l k l i i bl d l d h fADIF-AV is aim is to play a key role in sustainable developments and therefore to increase its involvement in the Spanish transition to a low carbon and climate resilient

economy

ADIF-AV acknowledge the importance of sustainability and climate change and is responding to society’s demand

12NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Inaugural Green Bond at a glance

Fully compliant with the Green Bond Principles

The net proceeds of the Green Bond will be used to finance and refinance new and ongoing Eligible Green Projects with disbursements up to 2 years prior to the Notes

i d t 24 th i l hi d tissuance and up to 24 months since launching date

Supported by external reviews: Second party opinion provided by CICERO (Dark GreenSupported by external reviews: Second party opinion provided by CICERO (Dark Green shading) with an external verification on the management of funds

l d b l d l h h fA clear and robust project evaluation and selection process with the participation of ADIF-AV Environmental Management Department in the review of the allocation

process

ADIF-AV will publish on its website an annual report including the allocation of funds to Eligible Green Projects and relevant environmental impact metrics linked to these

Green Projects

13NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Green Bond Framework I

Use of Proceeds • Two Eligible Projects categories:1. Investments related to new rail lines and rail lines extensions2. Investments related to maintenance, upgrades and energy efficiency of the rail

system promoting sustainable transport

• Eligible Green Projects include new and ongoing projects with disbursements upto 2 years prior to the Notes issuance and up to 24 months from the launch of thei f Th N

Project Evaluation and Selection

issue of The Note

• Based on ADIF-AV’s environmental management system and internal sustainabilitypolicies, ADIF-AV will allocate the net proceeds of the Green Bond to Eligible GreenProjectsSelection Projects

• Process of Evaluation and Selection at ADIF-AV:

• The Treasury and Accounting Department, in coordination with the Financial Planningand Budget Department and the Environmental Management Department, will reviewthe allocation of the projects annually

Management of Proceeds

the allocation of the projects annually

• Until the total allocation of an amount equal to the net proceeds from the issue of theNotes to Eligible Green Projects, ADIF-AV will temporarily invest an amount equal to theunallocated net proceeds from the issue of the Notes in monetary funds managed following

bl h b k d h la responsible investment approach, in bank deposits, cash, or equivalents

• An external Audit firm or any other third party appointed by ADIF-AV will verify the internaltracking method and the allocation of funds from the Green Bond proceeds to the EligibleGreen Projects

14NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Source: ADIF-AV Green Bond Framework

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Green Bond Framework II

Reporting • Within one year of the issuance of ADIF-AV Green Bonds and until the maturity date of theGreen Bonds issued, ADIF-AV will annually publish on its website:

• Annual updates on the amounts allocated to the Eligible Green Projects

• Relevant expected impact metrics and where feasible actual impact metrics,related to the Eligible Green Projects

• Some examples of relevant metrics are:• Some examples of relevant metrics are:

1. Investments related to new lines and rail line extensions:

• Estimated average time saving because of the project: minutes

• Modal shift: Number of passenger-Km. and/or tons-Km

• GHG emissions avoided: Ton. CO2 equivalent

• Savings in external costs: Euro

2. Investments related to maintenance, upgrades and energy efficiency of theADIF-AV rail system:

• % Achievement of objectives of the ADIF-AV Master Plan for Energy Savingsand Efficiency 2014-2020

• Reduction of energy consumption: GWh equivalents

• Reduction of CO2emissions:Kton. CO2

15NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Source: ADIF-AV Green Bond Framework

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Second Party Opinion Highlights*

• “ADIF-Alta Velocidad’s Green Bond Framework (GBF) provides a clearand sound framework for climate-friendly investments

• Based on the overall assessment of the projects that will be financedby the green bond, and governance and transparency considerations,ADIF-Alta Velocidad’s green bond framework gets a Dark Greenshading*, representing the highest level of potential with regards tothe extent to which it can contribute to building a low-carbon andclimate resilient society

• ADIF-Alta Velocidad has demonstrated a commitment to work onincreasing their sustainability in some cases by going beyond simplycomplying with the minimum standards set by national legislation andby integrating a strong emphasis on environmental aspects, includingclimate impacts into their company’s profile and activities”climate impacts, into their company s profile and activities

16

Source: Further information contained in CICERO’s Second Opinion on ADIF-AV Green Bond Framework Note*: Cicero’s ‘shade of green’ to a green bond framework: Dark green, Medium green, Light green, Brown

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A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

17NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Profit & Loss Statement

Breakdown, 2017 (%)(M€) 1Q17 (2) 2016 (1) 2015 (1)+ Use of the public service rail network 105 417 420+ Use of stations and other rail installations 21 90 87+ Passenger rail transport safety levy 1 7 7

+ Revenue from use of rail facilities 127 514 514Other4%

28%

+ Rentals and services 25 102 106+ Utilities, basically relates to traction power 71 268 298+ Others 9 52 66

+ Other operating revenues 105 422 470

T t l R 232 936 984

Other

Fees55%

Total Revenues 232 936 984

- Infrastructure repairs and maintenance -58 -241 -241- Traction power -65 -243 -265- Personnel expenses -4 -15 -15- Other operating expenses -43 -200 -220Total Expenses -170 -699 -741 Energy

38%

Total Expenses 170 699 741

EBITDA 62 237 243

- Amortisation and depreciation -82 -322 -306+ Non-financial and other capital grants 24 98 90EBIT 4 13 27

Energy

ElectricitySales

34%

+ Financial income 31 134 130- Financial costs -96 -393 -424- Impairment and losses on disposal of financial instruments and others -1 -74 -90

- Change in fair value of financial instruments -2 -8 -6Income before taxes 64 328 361

Maintenance30%

Rentals and Services 11%

Income before taxes -64 -328 -361

- Taxes 0 0 0Net Income -64 -328 -361

(1) ADIF-AV 2016 and 2015 audited accounts page 7(2) ADIF-AV 1Q2017 interim financial statements page 3

Revenues Expenses

18

( ) Q p gSource: ADIF-AV

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Balance Sheet – Assets

97% of ADIF-AV assets correspond to tangible fixed assets as of 31 March 2017

Work in progress fixed assets represent 29% of total assets as of 31 March 2017p g p

68%

(M€) 1Q17 (2) 2016 (1) 2015 (1)

Intangible assets 58 58 59

l d 29 92 29 90 29 941

31 March 2017

Property, plant and equipment 29,927 29,904 29,941

Under construction and advances 13,025 12,952 12,230

Investment property 197 198 202

Other non-current investments 305 292 114

Non Current Assets 43,512 43,404 42,546

29%Trade and other receivables 343 355 416

Current financial assets (3) 0 0 0

Loans to companies 6 4 2

Cash and cash equivalents 324 530 1,253

3%

Property, plant and equipment

Under construction and

advances

Other

Current Assets 673 890 1,671

Assets 44,185 44,294 44,217

(1) ADIF-AV 2016 and 2015 audited accounts page 5

(2) ADIF-AV 1Q2017 interim financial statements page 1advances

(3) Current financial assets = Financial Institutions deposits with a tenor longer than 3 months

Source: ADIF-AV

Source: ADIF-AV

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Balance Sheet – Equity and liabilities

56% of liabilities are financed by equity and capital grants as of 31 March 2017

Bonds and banking debt represents 32% of total equity + liabilities31 M h 201731 March 2017

32%32%

(M€) 1Q17 (2) 2016(1) 2015 (1)

Equity 13,929 13,806 14,133Valuation adjustments -10 -13 -11Grants, donations and bequests received 10,503 10,505 9,899

24%

Total equity 24,422 24,298 24,021

Bonds and other market securities 3,237 3,237 2,880Non-current loans and borrowings 10,619 10,770 11,147Current loans and borrowings 477 483 455Derivatives 14 18 15

12%

Derivatives 14 18 15Bonds and Banking debt (3) 14,347 14,508 14,497

Payables convertible into grants 104 114 650Deferred tax liabilities 3,502 3,501 3,299Non-current provisions 487 477 329

Equity Grants, donations and

Bonds and Banking debt

Other Liabilities

Other non-current liabilities 642 649 675Current provisions 72 77 76Other current liabilities 609 670 670Other liabilities 5,417 5,488 5,699

Total 44 185 44 294 44 217

(1) Includes “Grants, donations and bequests received “ and “Payables convertible into grants”

Source: ADIF-AV

donations and bequests

received (1)

Banking debt Total 44,185 44,294 44,217(1) ADIF-AV 2016 and 2015 audited accounts page 6(2) ADIF-AV 1Q2017 interim financial statements page 2

(3) Including accrued interests (150 M as of December 2016, 158 M€ as of December 2015 and 144 M€ as of 1Q17). Gross nominal debt amounts to 14,340 M as of December 2016, 14,323 M€ as of December 2015 and 14,189 as of 1Q17.

20

Source: ADIF-AV

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Balance Sheet – Debt

EIB is the largest creditor (69%) (2)

Bonds issued amounts to 22% (2)

Adequate maturity profile

(M€) 1Q17 (2) Weight 2016 (1) 2015 (1)

Bond 3,192 22% 3,192 2,837

EIB 9,779 69% 9,803 9,857Adequate maturity profile.

Average interest rate: 2.44% (2)

(2) Data as of 31 March 2017

Bank debt 1,218 9% 1,345 1,629

Total 14,189 100% 14,340 14,323

(1) ADIF-AV 2016 and 2015 audited accounts.(2) ADIF-AV 1Q2017 interim financial statements

Note: Not including 150 M€ of accrued interests as of 31 December 2016 (158 M€ as of 31 December 2015; 144 M€ as of 1Q17).

Source: ADIF-AV

1.753 (1)

4.240Maturity Profile (M€; 1Q17)

1.426 (1) 1.413 (1)

226465

560 623 523434

421 421 421 421 421421

21

(1)2024 and 2025 maturities include €1bn bonds maturing in each year, and 2022 maturity include €1.19bn bond maturing that yearNote: Not including 144 M€ of accrued interests as of 31 March 2017.Source: ADIF-AV 1Q2017 interim financial statements page 66

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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Debt situation with financial entities and fixed income securities

Floating vs Fixed debt type breakdown

31/03/2017 % s/ total 31/12/2016 % s/ total

Fixed rate 11,640,948 82.04% 10,710,734 74.69%

i d iblFixed reversible rate 500,000 3.52% 1,560,000 10.88%

Floating @ fixed spread 400,000 2.82% 421,428 2.94%

Floating @ floating spread 1,648,845 11.62% 1,648,845 11.50%

31 March 2017 31 December 2016

3,52%

2,82% 11,62%2,94%

11,50%

82,04% 74,69%

10,88%

Fixed reversible rateFixed rate Floating @ fixed spread Floating @ floating spread

22NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Source: ADIF-AV 1Q2017 interim financial statements page 86

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ADIF - Alta Velocidad Benchmark Transactions

ADIF-AV historic spread vs SPGB (bps)45

35

40

25

30

ADIFAV 05/27/24

ADIFAV 01/28/25

10

15

20 ADIFAV 01/28/25

ADIFAV 09/22/22

0

5

10

23

Source: Bloomberg as of 7th June 2017

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

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A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

24NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Page 25: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

Rating Agencies

Rating agency Long-term Short-term Outlook

Moody’s Baa3 P-3 Stable

Fitch BBB+ F-2 Stable

• A Government-related issuer.ADIF-AV rating assignment reflects the strong linkage between ADIF AV's rating and that of The

February 2016

Kingdom of Spain. Despite the lack of explicit government guarantees, this linkage is based onADIF AV's status as a government-related issuer (GRIs), its strategic importance to Spain, andthe very high implicit government support and default dependence that Moody's incorporateswithin the rating.

• Funding from Central Government

• Special Legal Status

Moody's expects that the Spanish government will provide emergency funds in the unlikelyevent that they were needed, although no automated process is in place.

p gADIF-AV reports directly to the Spanish Ministry of Public Works. The Ministry appointsmembers of the board of directors and its President. While ADIF-AV does not have an explicitguarantee, it cannot become bankrupt; if dissolved, its assets and liabilities would revert to thestate. ADIF-AV also cannot be privatised without a change in its legal status.

• Tight Control by GovernmentMay 2014ADIF-AV’s budget, including debt, is approved by the Spanish parliament at the same time thecentral government’s budget is tabled. In addition, all debt contracted with non-Spanishresidents or bond issuance requires prior authorisation by the Treasury. The State appointedauditor also audits the accounts of ADIF-AV.

May 2014

25NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Source: Moody’s and Fitch rating reports

Page 26: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

26NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Page 27: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

Credit Highlights I

Stable legal framework due to the strategic importance of ADIF-AV to the Spanish economy

100% state-owned, operates under the supervision of the Ministry of Public Works, the Ministry of Finance and Public Administrations and the

Ministry of Economy and Competitiveness

Budget approved by the Spanish Parliament under the Annual General Budget Framework

ADIF-AV is a highly regulated entity with a public funding mechanism which allows the company to cover most of its capex

ADIF-AV can only be extinguished by a specific law approved by the Government. In such case the entity's assets and liabilities are transferred to the State or another entity of a similar legal nature

ADIF-AV must operate under the principle of financial sustainability

27NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Page 28: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

Credit Highlights II

ADIF-AV qualifies as a government-related issuer (GRI) Implicit Government Guarantee

Rated Baa3 (stable) by Moody’s and BBB+ (stable) by Fitch

ADIF-AV qualifies as an eligible agency for the ECB Public Sector Purchase Programme (PSPP)

i 2 J l 2015since 2 July 2015

ADIF-AV qualifies as level 1 for LCR ratio

28NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Page 29: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

A dAgenda

1. Company Overview2. Green Bond Framework3. Financial Information4. Rating Agencies5. Credit Highlights6. Proposed Transaction

29NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.

Page 30: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

Indicative Terms & Conditions

Issuer/Borrower ADIF Alta VelocidadIssuer/Borrower ADIF – Alta Velocidad

Issuer Rating Baa3 (stable) / BBB+ (stable) by Moody’s and Fitch

Structure Senior Unsecured, Fixed Rate Notes

Volume € Benchmark Size

Maturity 6 years

Coupon ICMA, Annual Act/Act Following Business Day Unadjusted, [TBD]

Key Covenants Standard Clauses (negative pledge, cross default, etc.)

Use of Proceeds Finance and/or refinance Eligible Green Projects

Governing Law English LawGoverning Law English Law

Documentation Eurobond issue under the €6,000,000,000 EMTN Programmedated 2 August 2016

Listing AIAF Fixed Income Securities Market

Bookrunners BBVA, BNP Paribas, Credit Agricole CIB, Santander

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.30

Page 31: ADIF - Al V l id dAlta Velocidad€¦ · ADIF - Al V l id dAlta Velocidad Fixed Income Investor Presentation Green Bond Framework June 2017 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

ADIF - Alta Velocidad – Contacts

Juan Bravo RiveraChairman [email protected]

Manuel Fresno CastroCFO [email protected]

Manuel Martínez CepedaTreasury Manager [email protected]

31NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, OR TO U.S. PERSONS, OR IN CANADA, JAPAN OR AUSTRALIA.


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